5.4. ERMUSR 11-15-2016 (2) - Laserfiche WebLink

Home Browse Search

obligation to pay all fees that accrued prior to such termination. Upon termination of this Addendum for cause, Itron will have no further obligations to Customer in any respect whatsoever with respect to the Licensed Software. For avoidance of doubt—notwithstanding the foregoing, upon termination of this Addendum for cause no license, express or implied, is granted to Customer to any Itron intellectual property rights in the Licensed Software and Documentation. 11. Open Source. In the event that Itron identifies open source components within the Itron Software and provides Customer with the applicable license(s),Customer is required to accept and will comply with all such licenses. 12. License Compliance Verification. 12.1. Records. Customer agrees to create, retain, and provide to Itron and its auditors accurate written records, system tool outputs, and other system information sufficient to provide auditable verification that Customer's use of all Licensed Software is in compliance with the license terms and conditions of this Addendum and the Agreement, including, without limitation, all of Itron's applicable licensing and pricing terms. Customer is responsible for 1)ensuring that it does not exceed its authorized use, and 2) remaining in compliance with the license terms and conditions of this Addendum. Customer, at Itron's request,will provide records and other information to demonstrate compliance with license terms and conditions of this Addendum and the Agreement. 12.2. Verification Process. Upon reasonable notice, Itron may verify Customer's compliance with the license terms and conditions of this Addendum at all sites and for all environments in which Customer uses(for any purpose)Licensed Software. Such verification will be conducted in a manner that minimizes disruption to Customer's business and may be conducted on Customer's premises, during normal business hours. Itron may use an independent auditor to assist with such verification, provided Itron has a written confidentiality agreement in place with such auditor. 12.3. Resolution. Itron will notify Customer in writing if any such verification indicates that Customer has used any Licensed Deliverable in excess of its authorized use or is otherwise not in compliance with the licensing terms and conditions of this Addendum or the Solution Document. Customer agrees to promptly pay directly to Itron the charges that Itron specifies in an invoice for 1)any such excess use,2) support for such excess use for the lesser of the duration of such excess use or two years, and 3)any additional charges and other liabilities determined as a result of such verification. 12.4. No Restriction on Seeking Injunctive Relief. Nothing in this Section 12 in any way limits or restricts Itron's right to seek injunctive relief for Customer's non-compliance with licensing terms and conditions of this Software Licensed Agreement Document. 13. Invoices. Itron will invoice Customer one hundred percent(100%) of the license fees for the Licensed Software upon delivery to Customer in the manner agreed upon. 14. Surviving Provisions. In addition to the Sections identified in the survival provisions of the Agreement,the following sections of this Addendum will survive expiration and termination of this Addendum and the Agreement: 6("Reservation of Intellectual Property Rights by Itron"), 9 ("Exclusions from Liability"), 10("Effect of Termination"), 12("License Compliance Verification"). [End of Addendum] 112